Current Report Filing (8-k)
May 10 2022 - 4:03PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2022
iMedia Brands, Inc.
(Exact name of registrant as specified in its
charter)
Minnesota |
|
001-37495 |
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41-1673770 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
6740 Shady Oak Road,
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices)(Zip Code)
(952) 943-6000
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.01 par value |
IMBI |
The Nasdaq Stock Market, LLC |
8.50% Senior Notes due 2026 |
IMBIL |
The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On
May 9, 2022, iMedia Brands, Inc. (the “Company”) appointed Tom Zielecki
to serve as Senior Vice President, Chief Financial Officer, effective immediately. Mr. Zielecki, age 56, joined the Company in January
2022 where he served as divisional Chief Financial Officer and, before that, he worked at LTD Commodities, a direct-to-consumer
cataloger, where he was Brand CFO from February 2019 through December 2021. From February 2001 through January 2019, Mr. Zielecki spent
sixteen years at Kmart/Sears Corporation, where his last role was the finance leader of several business units.
In
connection with his employment, Mr. Zielecki will receive (i) an annual base salary of $350,000, (ii) a $50,000 cash bonus, and (iii)
will be eligible for annual bonuses based on the same performance targets and terms as the Company’s Chief Executive Officer. Copies
of each of Mr. Zielecki’s original offer letter and promotion letter are filed herewith as Exhibits 10.1 and 10.2, respectively,
and are incorporated by reference into this Item 5.02.
On May 9, 2022, Montgomery
“Monty” Wageman, who previously served as the Company’s Chief Financial Officer, transitioned to the role of Treasurer,
effective immediately. Mr. Wageman’s annual base salary will be $225,000.
Item 7.01 |
Regulation FD Disclosure |
On
May 9, 2022, we issued a press release disclosing Mr. Zielecki’s appointment. The full
text of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
Item 9.01 |
Financial Statements and Exhibits |
The following exhibits are being filed or
furnished with this Current Report on Form 8-K:
Exhibit No. |
|
Description |
10.1 |
|
Offer Letter, dated November 24, 2021, by and between iMedia Brands, Inc. and Tom Zielecki |
10.2 |
|
Promotion Letter, dated May 9, 2022, by and between iMedia Brands, Inc. and Tom Zielecki |
99.1 |
|
Press Release, dated May 9, 2022 |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 10, 2022 |
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iMedia Brands, Inc. |
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By: |
/s/ Timothy A. Peterman |
|
|
Timothy A. Peterman |
|
|
Chief Executive Officer |
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